UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number 0-6050
POWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DATE OF REPORT
May 13, 2004
(Date of earliest event reported)
| NEVADA | 88-0106100 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 8550 Mosley Drive, Houston, Texas | 77075-1180 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (713) 944-6900
ITEM 4. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a) On May 7, 2004, the Audit Committee of the Board of Directors of Powell Industries, Inc. (the “Company”), dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent public accountants.
Deloitte’s report on the Company’s financial statements for the two fiscal years ended October 31, 2002, and October 31, 2003, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two fiscal years ended October 31, 2003, and the subsequent interim period preceding the decision to change independent public accountants, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Deloitte’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with the audit reports of the Company’s consolidated financial statements for such years. There were no reportable events as described under Item 304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte with a copy of the foregoing disclosures. A letter from Deloitte dated May 13, 2004, stating its agreement with these statements is attached as Exhibit 16.1.
(b) On May 7, 2004, the Audit Committee of the Board of Directors of the Company appointed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”), to serve as the Company’s independent public accountants for the year ending October 31, 2004. In the years ended October 31, 2002 and October 31, 2003, and through the date hereof, the Company did not consult PricewaterhouseCoopers with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
| (a) Not Applicable (b) Not Applicable (c) Exhibits |
| Exhibit No. | Description | |
|---|---|---|
16.1 |
Letter of Deloitte & Touche LLP regarding change in certifying accountant | |
| 99.1 | Press Release dated May 13, 2004 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
POWELL INDUSTRIES, INC. (Registrant) /s/ DON R. MADISON Don R. Madison Vice President/Treasurer/ Chief Financial Officer Principal Financial and Accounting Officer |
Date: May 13, 2004
EXHIBIT 16.1
[Deloitte Logo]
May 13, 2004
Securities and Exchange
Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Powell Industries, Inc.'s Form 8-K dated May 13, 2004, and have the following comments:
1. We agree with the statements made in section (a) of Item 4.
2. We have no basis on which to agree or disagree with the statements made in section (b) of Item 4.
Yours truly,
/s/ Deloitte & Touche LLP
EXHIBIT 99.1
 |
PRESS RELEASE |
| FOR IMMEDIATE RELEASE |
Contacts: | Don R. Madison, CFO Powell Industries, Inc. 713-947-4422 Ken Dennard / ksdennard@drg-e.com Karen Roan / kcroan@drg-e.com DRG&E 713-529-6600 |
POWELL INDUSTRIES SELECTS NEW AUDIT FIRM;
ANNOUNCES FISCAL 2004 SECOND QUARTER EARNINGS RELEASE
AND CONFERENCE CALL SCHEDULE
HOUSTON – MAY 13, 2004 – Powell Industries, Inc. (NASDAQ: POWL), a leading manufacturer of equipment and systems for the control, distribution and management of electrical and other dynamic processes, today announced that its audit committee of the board of directors has appointed PricewaterhouseCoopers LLP as the company’s independent accountants for 2004.
Prior to the selection of PricewaterhouseCoopers, Deloitte & Touche LLP had served as the company’s independent accountants. There were no disagreements between Powell Industries and Deloitte & Touche on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure.
Additionally, the company plans to release fiscal 2004 second quarter results on Thursday, June 3, 2004 at 6:00 a.m. eastern time. In conjunction with the release, Powell Industries has scheduled a conference call, which will be broadcast live over the Internet, for Thursday, June 3, 2004 at 11:00 a.m. eastern time.
| What: | Powell Industries Second Quarter Earnings Conference Call |
When: |
Thursday, June 3, 2004 – 11:00 a.m. eastern time |
How: |
Live via phone by dialing 303-262-2211 and asking for the Powell Industries call at least 10 minutes prior to the start time, or live over the Internet by logging on to the web at the address below |
Where: |
http://www.powellind.com |
A telephonic replay of the conference call will be available through June 10, 2004 and may be accessed by calling 303-590-3000 using passcode 580254. A web cast archive will also be available at www.powellind.com shortly after the call and will be accessible for approximately 90 days. For more information, please contact Donna Washburn at DRG&E at 713-529-6600 or email dmw@drg-e.com.
Powell Industries, Inc., headquartered in Houston, designs, manufactures and packages systems and equipment for the control, distribution and management of electrical energy and other dynamic processes. Powell provides products and services to large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations, commuter railways and other vehicular transportation facilities. For more information, please visit www.powellind.com.